I request that the Chair call a special meeting of the interim board for
the purpose of discussing the following resolutions:

Resolved: That the interim Board's ratification on June 23, 2002 of the
contract dated June 1, 2002 between Pacifica Foundation and Democracy Now!
Productions, Inc. is hereby rescinded. The board directs the Executive
Director to: (1) notify Democracy Now! Productions, Inc. of the board's
desire to renegotiate the contract, (2) obtain expert legal counsel who
specializes in intellectual property law to assist the board in
renegotiating the contract, and (3) to sign no further documents and take no
further actions in performance of the contract.

Be it further Resolved: That a 3-person committee of the board shall be
formed to renegotiate the contract consisting of: (1) Carol Spooner, (2)
James Ferguson, and (3) _________ (one interim director appointed by the old
board "minority" who is not a close associate of Amy Goodman, i.e., Rob
Robinson, Pete Bramson, or Teresa Allen). Any proposed contract
renegotiated by this committee shall be brought back to the full board of
directors for review and approval prior to the signing of any documents.

I request that the board be given 7 days' notice of the special meeting, as
required by the bylaws, and set the meeting up for a telephone conference on
Tuesday, July 16th. I also request that Pacifica's legal counsel John
Crigler join the meeting to advise the board on the terms of the contract as
it currently exists.

As you all know, after careful reading of the contract I believe it is
one-sided, disadvantageous to Pacifica in the extreme, and amounts to a
divestiture of substantial Pacifica assets without compensation. I believe
ratification of this contract was a grave mistake that will have longranging
negative ramifications for Pacifica and will dangerously impact our
financial viability, among other negative consequences.

Because I have not heard back from any board member about my concerns,
except Dave Fertig who provisionally continues to support the contract, I am
calling for this meeting. I believe that, while Leslie and Dan acted in
good faith, their very close relations with Amy over the years clouded their
judgment as to what is in Pacifica's best interests.

I am so concerned that I am seriously considering asking the California
Attorney General to step in to this matter, as he has the right to do not
only as a signatory to the legal settement agreement, but also under the law
to ascertain the condition of Pacifica's affairs and to what extent, if at
all, it fails to comply with trusts which it has assumed.

I do also urge every board member to consult with independent legal counsel
prior to the meeting to review the contract and give you some unbiased
advice on its nature and terms. None of us are expert at reviewing complex
multi-million dollar contracts involving intellectual property and licensing
rights. If you cannot afford to consult an attorney, I will pay for it --
up to $200 each.

I have pasted below, an analysis of the contract by Peter Franck, who is an
intellectual property lawyer, and who was formerly a member of the Pacifica
Foundation Board of Directors in the 1970s and 1980s.

Carol Spooner

Peter Franck's Analysis:

I am a lawyer, and I am afraid that I have some serious concerns about this
contract. (There is a tendency in our culture to couch policy concerns in
legal terms, so what I am raising here are worries about the content of the
agreement, and the policies implicit in it, issues that, frankly, I think
need to be re-negotiated. It is not an analysis of legal issues which might
cause the contract to be set aside).

The following critique of the contract may sound a bit harsh, but it seems
necessary to point out its weaknesses. There is a question of precedent and
sub-text here. The next negotiation for such a contract will be with Free
Speech Radio News, and Flashpoints wants to negotiate an independent
contract. Inevitably the DN contract will set a precedent and a pattern.

Given Pacifica's poor history of governance there is an argument to be made
for dismembering it, leaving the five stations as basically a distribution
network. That may well be the best thing to do, the course of action which
will best protect against another takeover. If that is what we want to do,
then a contract like this, with DN, FSRN, Flashpoints, etc. makes sense. But
it does seem to me that is a policy decision that needs to be made
consciously, not backed into. Its only in that spirit that I make these
points about the present DN contract.

it's a five year contract, starting essentially at $488,000 a year
(when you figure in the costs Pacifica is agreeing to pay).

There is really no quality control clause; i.e. if the program went
downhill, Pacifica is still committed, except for the vague standard that is
should have *content* (which is not the same as quality) similar to the past
six years.

In the event there is a dispute (about any aspect of the agreement)
it is to be resolved by arbitration (which is a good thing, much cheaper and
faster than courts), and the arbitrator is to be Michael Ratner. Now I
consider Michael to be a friend and comrade, and he has a wonderful record
of human rights law, associated with the Center for Constitutional Rights in
NY, but he is quite close with Amy and the group around DN, and it seems
that for him to be the arbitrator of any dispute would put him in a
difficult position.

The rights in all of the *past* DN programs, which is part of the
Pacifica archives are given over to this new corporation.

Pacifica is obligated to turn over all of its fund raising contact
and source information to DN for its fundraising. I take it this means
subscriber lists, donor lists, small donors and large donors, and foundation
contacts. We learned during the struggle to take back Pacifica that
supporters don't make clear distinctions about who they have given to.
(People who sent money to the legal funds thought they had sent money to the
station, and vice versa). With no provisions for coordinating fund raising
the sharing of these lists can be a big fund raising problem for Pacifica
and the stations.

The Democracy Now servicemark (trademark) registration, filed by
Pacifica, with name recognition built up over Pacifica over the years, is
transferred to the new DN corporation.

Governance: The contract is between Pacifica and a new corporation
called Democracy Now! Productions Inc. There is nothing in the contract that
indicates who the board of directors of the new corporation is, how they
will be chosen in the future, etc.

Rights. With respect to each program, Pacifica only has the right to
broadcast it for the first 24 hours after initial broadcast, with certain
rights to use parts for promotional purposes later.

Cross promotion. Pacifica agrees to promote DN (as it should on its
web site); however a look at DN's web site as it is now shows barely any
reference to Pacifica.

Insurance and indemnification. This gets a bit technical, but at
least in the first period Pacifica's insurance policies must insure DN
against being sued for things like defamation and copyright infringement,
and the indemnification by DN for Pacifica (in case it is sued for
broadcasting something libelous etc. contained in a DN program), is weak.

Loyalty. Paragraph 25 (c) bars any Pacifica officer, employee,
agent, etc. from doing anything that would "seek to impede, block or
sabotage" the distribution or broadcast of the program. Criticizing the
program and saying that Pacifica should drop it could be construed as
'seeking to impede. the distribution of the program.'

Legal consultation. This does not look like a contract negotiated
with the help of counsel on Pacifica's side.

What happens if Amy is no longer available (for any reason). I don'
t expect it to happen, but Amy could retire next week, and still the DN
trademark and all past programs and the archive would belong to the new
corporation. Presumably the contract itself would terminate at that point,
but it does not deal with the question at all. What is clear is that if Amy
retired, Pacifica could not, without a new agreement with this corporation,
broadcast a show called Democray Now.

Again, I don't mean to sound harsh, and I know everyone is in good faith and
trying their (our) best, but my sense is that this was done in a hurry, by
people with much to much on their plates, and its in everyone's best
interest to take a second look, so the whole community comes out of this
with a good feeling and a sense of fairness.